The Amazing Spiderman: Web of Friendship
by Time Pony Victorious
Summary: [SPOILERS FOR THE AMAZING SPIDERMAN 1-2] Peter Parker shortly after the defeat of the Green Goblin and the Rhino adjusts to his life with his upgraded position in the Daily Bugle, coping after the loss of Gwen. When another villain appears and Peter quickly sets out to dispatch him, he gets thrown into another universe full of ponies!
1. Does Whatever a Spider Can

_PETER_

The city of New York was always bustling with activity. It was the city that never slept. No matter where you were or what time it was, there was something always going on. It may be a bit overwhelming to the more timid folks, but to Peter Parker it was amazing.

He swung through downtown Manhattan at incredible, yet nauseating, speeds. As he made his morning commute, Spiderman spun and flipped playfully when he could. Even this early in the morning there were plenty of people on their way to work, some would stop and watch Spiderman swing by in awe, annoyance or disgust. Mostly it was the last two ones.

Someone from the crowd yelled out, "SPIDEY, I LOVE YOU!"

Spiderman swung down a little lower than usual, shouting, "I love you too random citizen!"

The crowd cheered as he called out to them and with a smile on his face he continued making his way through Manhattan. He had made his way to Time Square, aware that a news helicopter was right behind him as they got an overhead shot of the square.

Spidey looked at the screens as they flashed to the local news channel which featured Spiderman in real-time. It was a bit odd to have these many people look up to him and respect him as a hero. There were a minority of those who disagreed with Spidey's vigilantism but while they were the most vocal they were tiny in comparison to those who adored him.

It was nice but at the same time worrying. After all, the last two times he interacted with fans, one of them tried to kill him and the other nearly got hurt or killed by a mechanized rhino (long story).

Still, Spidey loved his fans and loved interacting with them. He's made it his job to show up at comic conventions in his outfit to surprise people when they find out that he's actually Spiderman.

Spidey's earpiece buzzed with garbled transmissions from the NYPD. He had cleverly modified his iPhone to act as a police scanner so that he could get a jump-start on crime. There was an apparent bank robbery occurring a block from here. Spidey swung and stuck to a nearby building and checked the time.

He groaned. If he went to help, he'd be late to work… More police chatter in his ear, talking about cybernetic arms and officers being thrown around like ragdolls.

Without hesitation, Spiderman leapt off the building and made a beeline to the bank.

Dr. Otto Octavius swung his cybernetic arms and threw the police car at the officer. It exploded in a fiery blaze and the mad scientist grinned evilly at the inferno. Police officers scattered and took aim and fired. His cybernetic arms piled up in front of him, acting as a shield, and expanded to properly cover his entire body. The bullets harmlessly bounced off him.

One of his spare arms reached over to the left and grabbed a police officer. She yelped and was immediately disarmed. The sergeant ordered his men to cease fire as Octavius pulled the officer in front of him as a shield.

"Now then," he said smugly. "I think that concludes our meeting, wouldn't you say?"

Two of his arms went and grabbed the large bags of money behind him and he began to walk away, successful… a web got his face, temporarily blinding him.

"You aren't leaving now, are ya? I just got here!" Spiderman called out as he clung to the opposite building. Octavius growled as he pulled the webbing from his eyes.

"Spiderman!" he roared.

"That's me." Spidey said smugly, standing up slightly and leaning against the building casually. "Who are you supposed to be? Robo-freak?"

"I am Doctor Otto Octavius!" he announced defiantly.

"You look more like a Frank to me."

Octavius threw a car door at Spidey but he just dodged it and it bounced off the building, crashing into the ground.

"Otto Octavius," Spiderman repeated. "I dunno, bit of a mouthful. How about Doctor Octopus!"

"My _name_ is Otto Octavius!" he roared.

"Nah, I like Doc Ock better!"

Doc Ock held up the police officer, one of his arms sprouted a dagger-like weapon and pointed it to her neck. The officer whimpered, looking helplessly to Spiderman. Spidey held up his hands in surrender.

"Whoa, whoa, let's calm down there, Ocky," he said, descending slowly from the building.

"You prattle on and continue these games, Spiderman, and she will be the one to suffer," threatened the Doc.

Spiderman made it to the ground and was slowly approaching him. "Now, now, I know you ain't that type of person, Doc."

"Do not _call _me that!"

"So, just put her down and we can talk it out. Animal-based hero to animal-based villain," he continued. The police officer looked Spiderman in the eyes, although he wore a mask, she somehow knew what he was planning. Spiderman whipped his hand to fire off a web, Doc Ock responded by stabbing at the officer but she was quicker. She elbowed Doc Ock in the face, causing him to hesitate enough, his robotic arms fell off balance.

His web stuck to the officer's chest and he yanked her away from Doc Ock, catching her. The police officer was safe and her comrades opened fire on the criminal. Spiderman held on to the woman and looked at her nametag.

"You alright, Anne?" Spidey asked.

Anne breathlessly nodded, hoping she wasn't as red as she felt. "Thank you," she managed to say.

"Just doin' my job!"

Doc Ock had retreated up the building and onto the rooftop. Those arms of his looked tough, the police would have a hard time catching him. Spidey glanced at Anne's watch. Agh, he was super late now…

"Gotta go, stay outta trouble, ya here?"

Spidey webbed and swung onto the bank, scaling it quickly and made it to the rooftop before the police helicopters even got there. Doc was in the midst of escaping with only two bags of money, oh, he ain't getting away.

He sprinted across the rooftop, webbing the very edge of it and using it as a slingshot to cover the remaining length. He shot at Doc like a bullet, tackling him off the rooftop. The two fell through the air, Spidey tried to pummel him but his arms kept getting in the way, grabbing and restraining him.

Before they neared the ground, Doc turned and forced Spiderman to the bottom so he took the brunt of the impact. They crashed on top of a speeding train. Spiderman groaned as they bounced like ragdolls on the roof of the train.

Spidey had to web the side of the train so he wouldn't slip off and awkwardly scrambled to his feet. But Doc was already alert and snatched Spidey, his arms gripped his waist and neck and pulled him closer to the villain.

"You shouldn't have gotten in my way," Otto growled.

"You'd be surprised how often I'm told that," Spiderman retorted.

Otto threw Spiderman off the train but he webbed the arms and shot back at him. He slammed into his chest, Otto would've fallen off if it wasn't for his arms. Spiderman connected with a powerful right and a liver shot but his arms were insanely fast. If it wasn't for his reflexes he would've been knocked off.

Spiderman had to dodge the arms including Otto's actual arms. But he had enough of that. He webbed one of his arms to the roof and leapt over him, webbing another one of his arms to his back and his last two to each other.

True to his name, Spiderman crawled all over Doc Ock's body and webbed him up so tightly that even his super-powered arms weren't enough to break it. Spiderman swung off the train with Doc Ock in tow like a spider with a fly.

"Hey!" he called to Doc. "You got the time pal?"

"RELEASE ME!"

Spiderman left Doc Ock hanging on a traffic light on Columbus Avenue and swung straight down to the Daily Bugle.

Peter Parker burst into the Daily Bugle, bedraggled and completely exhausted. His messy brown hair was even messier if possible, his hoodie and shirt was completely disheveled as if he got dressed at 30 mph (which he did). He shouldered his backpack and sprinted up the stairs.

As he ran up the stairs he ran through a list of excuses through his mind to explain why he was so late today.

Peter had finally been given an official position at the Bugle after months of working there. Apparently there was some sort of bylaw that prohibited Peter from working there for a certain period of time and being underpaid and _not_ given an actual job. So with great reluctance J.J gave him a job with his own little desk and everything.

It was nice considering he was bad-mouthed by J.J about his job performance _and_ Spiderman. Considering he's the only photographer in the entire city able to get a single picture of the famed superhero, J.J counted on him to acquire as many discriminating photos as possible.

Peter wondered if there was some sort of karmic law against him badmouthing his own alter-ego.

He'd finally reached the top floor and crashed into Mary-Jane Watson. The two would've went tumbling if it weren't for his superhuman reflexes. Peter instantly corrected his balance, wrapped his arm around her waist and kept her standing. With his spare arm he caught the folders and binders she had dropped.

"Whoa!" she gasped as Peter smiled awkwardly handing her stuff back. "Nice reflexes there, Tiger."

Peter let her go and stepped back, chuckling nervously. "It's the coffee, ah, you know it winds me up that's all."

Mary-Jane took her stuff and stepped in, lowering her voice as she kept an eye on J.J's office. "Then why are you _forty_ minutes late, Pete?"

Peter fiddled with his camera (a recent gift from Aunt May considering his last camera was destroyed by a giant lizard, long story) and couldn't meet her eyes. "My, uh, train was delayed."

"You don't take the train to work," she remarked.

"Which explains why it took me forever to get in!"

MJ laughed which made Peter feel one part happy and one part guilty but she didn't notice his default puppy-dog expression. "I covered for you, alright? J.J thinks you've been here this whole time, I told him you were in the bathroom with explosive diarrhea."

"Really?" Pete smiled derisively. "You couldn't think of something more mortifying than that?"

"Well, I was gonna go with wetting your bed, but I didn't want to embarrass you."

Pete couldn't help but chuckle at how helpful MJ was being even if she went out of her way to embarrass him constantly. Since he had started working here, MJ made a beeline to him and asked for his help on her piece on Spiderman. As mentioned he's the only photographer that can get a clear shot of the Web-Head and MJ quickly took advantage of that.

MJ was an intelligent, insightful and very ambitious young girl. Vying to become one of New York's top investigative journalist. She'd explain that she'd began her career the first year of high school, running around, interviewing teachers and students. Once she had exposed the principal of her school of embezzling money to fund his recent remodeling ventures he'd taken on his house. Granted, since it was a school in New York he only was able to get enough money to remove the carpeting in one room but still he was fired as a result.

Peter admired her and yet had reason to be wary of her. MJ respected Spiderman enough but her hyper-inquisitive nature drove her to an almost obsessive need to oust Spiderman's secret identity. In her own office (which was a corner office compared to Pete's tiny janitor's room turned office) she had a wall of crazy in which she tries to deduce his identity.

Despite that, Peter felt if he revealed his identity to her she'd probably burst out laughing in disbelief. She was funny that way. MJ was around the same age as Pete but nearly as tall as him which meant that whenever they spoke, MJ deliberately tried to make herself taller by standing on elevated ground or even wearing heels, just to establish dominance. With fiery red curly hair and bright green eyes, attractive yet perpetually single for some reason. Pete supposed guys were intimidated by strong women.

"Still you better get in there, J.J is _fuming_," she continued. "Apparently, Spidey stopped a bank heist and he's trying to find another angle to make it look like he planned the heist himself."

Peter looked over at the corner into J.J's office and he was yelling at a few poor interns. Probably he's telling them to come up with synonyms for _conniving, scheming, bug-eyed Web-head_.

"Alright, that'll be fun," Peter said with an awkward smile. "Listen, thanks, I owe you one."

MJ waved her hand, still smiling. "It's no prob, just take me out to dinner and we'll call it even."

Peter hoped his face wasn't as red as her hair. "Uh, well, I-I that sounds, I-I mean that's—" He took a step back and bumped into a desk, nearly tripping over his feet and dropping his stuff as he continued to stammer awkwardly.

MJ furrowed her eyebrows and placed a hand on his arm. "Pete, you alright you look like you're about to be sick."

Peter recoiled at her touch and couldn't meet her eyes. He couldn't look at MJ without seeing _her_…

"Listen, I-I gotta go, J.J is-is waiting to tear me a new one and I can't miss that," Peter said in a panicky and worried tone. "I'll talk to you later, MJ."

Without waiting for her response, Peter turned on his heel and walked into J.J's office.

J Jonah Jameson wasn't exactly an intimidating man. He was average height, which meant he was shorter than Peter, with short cropped black hair but the sides were perfectly gray. He had a thick salt-and-pepper colored mustache and a thick Cuban cigar in his mouth. Peter heard an intern once explain that he had an oral fixation because of his smoking habit, he never saw that guy again.

He was always glaring and spoke at 100 mph and apparently never heard of an inside voice. To be honest, he could probably scare drill instructors.

As soon as Peter entered, J.J glared frostily at him like he spat in his breakfast.

"Parker! Where have you been?" he asked in a voice that was slightly quieter than a lawnmower on full blast.

Peter brushed his hair back awkwardly and approached his desk. "I'm sorry, Mr. Jameson, but I was just—"

"I don't wanna hear your life story, Parker! Where are the pictures you promised me?"

"I emailed them to you this morning—"

"Do I pay you to just stand around tellin' me what I get in my emails?"

"No, but—"

"That's my secretary's job! And by the way, those pictures were crap." To prove his point, J.J pulled out a folder of a dozen perfect pictures of Spiderman and tossed them on his desk.

"Well, what about this one?" Peter pulled up a picture of Spiderman saving a kitten from a tree. "I think that's pretty nice of him, huh?"

J.J scrutinized the picture for a minute, puffing out smoke like a steam train. "Fine," he decided, handing the picture to an editor. "Put it on the front page, headline: Spiderman Terrorizes Local Cat, Children Everywhere Cry!"

Peter wanted to protest but J.J raised an eyebrow. "What're you still doing here? I don't pay you to just stand around."

"Speaking of that," Peter said. "I was hoping I could get paid a bit more considering what I get now isn't enough for even a decent meal every day."

J.J laughed uproariously, slamming his desk and knee from his raucous laughter but Peter just stood there and stared at him. He stopped abruptly and frowned. "Fine," he said, taking out a check and scribbling on it. "Take this to the girl up front."

"Thanks." Peter was about to leave but J.J called out again.

"Oh, don't forget the benefit tonight, Parker. You and Watson are supposed to be down there by eight."

Peter blanched. He stood there by the door, staring out the glass at Mary-Jane who was talking to a coworker, Eddie something. After that horribly awkward display, Peter figured MJ didn't want to be anywhere near him.

But he said, "You got it sir, I love benefits."

"And wear your best suit!"

"Always."


	2. Friendship is Magic

_TWILIGHT SPARKLE_

Princess Twilight Sparkle frowned as the workers finished setting up the last of her bookshelves in the Grand Library. It wasn't perfectly perpendicular to the adjacent bookshelf and it nagged on Twilight's mind but she didn't want to bother them after working hard for hours and hours.

Instead, she smiled and thanked them, silently magically levitating the bookshelf to its proper place. Since the conflict with Tirek and the destruction of her beloved house she had spent weeks restocking her books into her recently made castle.

Still it wasn't all bad. Her new library was much bigger than her first one so she had more space for more books!

Twilight sighed as she put up a few more books. It was a nice place, very flashy and very big but it was _too_ big. The place felt big and empty and sad when there was nopony else here. Even with the company of Owlicious and Spike it wasn't enough since they had their own bedrooms.

Speaking of the perpetually curious and intellectual owl, he swooped into the room and landed atop his newly formed perch of crystal and sapphire and hooted a greeting at Twilight.

"Hello, Owlicious," she greeted back with a smile. "I'm just clearing things up. Thank goodness Princess Celestia allowed us access to the Canterlot Library for second editions of the books we had before."

"Hoo," he agreed.

"True. It _is_ only possible thanks to my meticulous cataloging and memory that we were able to acquire everything back _and_ more," Twilight nodded with a perfectly humble grin.

"Hoo."

"Spike? Uh, I think he's over at Rarity's. Now that he has his own room, I'm sure he'd try to get her 'fashion opinion' on decorating it."

The massive castle doors opened. Twilight turned, expecting Rarity and Spike but it was Princess Cadance, her lovely sister-in-law and former foalsitter. Twilight beamed and ran to approach the alicorn, nuzzling her neck.

"Cadance! What're you doing here?" Twilight asked as she smiled up at her.

Cadance couldn't help but smile back. Twilight was a princess with her own kingdom and an alicorn yet she still looked at Cadance as if she were her hero.

"Do I need a reason to visit my favorite princess?" Cadance answered with a warm smile.

Twilight giggled, hiding her blush with her wings. She led Cadance into her library and explained her day. How she personally overlooked the reconstruction program of her castle and how her beloved workers needed to be micromanaged because they simply weren't getting her instructions.

"I mean is it really hard to get that I want the chairs to be perfectly 40 degrees relative to the center of the room?" Twilight asked. "It's really not that big of a request."

"Of course not," Cadance agreed with a wry smile. "Perfectly reasonable."

"I know! I mean—wait, you're being sarcastic again…"

Princess Cadance giggled humbly. "Perceptive as always, Princess Twilight."

The two shared another laugh as they ventured into the main Chair Room. Twilight called it that because that's all that was in this room, a bunch of chairs. It was intended for all of the former Elements of Harmony but when it wasn't occupied it was just empty and sad.

Cadance couldn't help but swell in pride as she looked around the wondrous place. It felt like yesterday Twilight was crawling up her leg, demanding games to sate her boredom, now she had her own kingdom. She turned to Twilight to congratulate her again but the purple alicorn was sitting in the center of the room sullenly.

"What's wrong?" Princess Cadance asked, approaching Twilight and draping her wing around her.

"Nothing it's just…" Twilight sighed as she looked at the empty chairs. "This really quiet here, isn't it?"

"What do you mean?"

"This new castle, this new role, and everything that's been going on," Twilight answered. "Don't get me wrong, I'm happy that I have these new responsibilities and all. It's everything I've asked for but… It's quiet, isn't it?

Twilight gestured at the empty chairs. "I just didn't imagine me being the Princess of Friendship without my friends. I understand that everypony has lives and homes of their own and can't be here all day but do I really have to be here by myself?"

A somber tone thickened over the Chair Room. Twilight, with her head still bowed, began to sing in a soberly manner. "_Princess Cadance, I know this is my responsibility—_"

"Twilight!" The grand doors burst open and Spike an in with a great big smile on his face. He was covered in glittery wallpaper that hung off his tiny body like robes but it didn't stop his running gait. "You'll never guess what just happened."

"Then what's the point in—"

"Rarity said she'd be over later to help me decorate!" Spike all but squeal. "Oh, I've got to clean up. Can't have my room a mess before we fix it up, eh?"

Spike romped off a trail of rose-red wallpaper following closely behind him. Before Cadance could remark on that, the doors opened up again and Rainbow Dash and Fluttershy flew on in. The pegasi were also carrying decorative materials. Rainbow had a bunch of war armor and Wonderbolt paraphernalia, including the _actual_ uniform the Wonderbolts first used when they formed. While Fluttershy carried stuff for her birds and pets like bird houses and feeding stations.

Rainbow rolled her eyes at Fluttershy. "For the last time, I'm _not_ putting in a bird-feeder! Tank needs his own living space and birds scare him!"

Tank the ever vigilant tortoise flew in on his magical copter and nodded very so slowly.

Fluttershy looked hurt but smiled warmly. "I'm sure Tank simply misunderstood Mr. Hummingbird's intentions, he didn't _know_ Tank wasn't a tree."

Rainbow draped her foreleg over Tank and hugged him securely. "He still has scars from your bird!"

Fluttershy apologized and stopped for a moment before Twilight. "Oh, hello Twilight, Princess Cadance. We were just coming in to help with the decorations."

"Twi, tell her that it's a _bad_ idea to keep birds here," Rainbow said.

"Hoo!" hooted Owlicious indignantly.

"You don't count, Owly."

But Twilight never got a chance to answer. Fluttershy gently answered for her and the two flew of to their room continuing their discussion.

Princess Cadance smiled at Twilight. "See, Twily? You are never—"

"Ah'm telling ya Pinkie, Ah don't think ya can fit a trampoline through these doors," Applejack said, entering in with Pinkie at her side. The two Earth ponies dragged wagons behind them filled with paint cans and brushes. Pinkie was even helping except sitting on her back was another box of confetti, banners and rubber chickens (what for, Twilight didn't know)

"Aw," Pinkie groaned. "Well then there's only one solution for that!"

"Abandon that idea an' go fer somethin' more practical-like, like drapes an' a doggie door fer Winona?"

"We'll have to make the doors BIGGER!" Pinkie proudly declared.

The two approached Twilight and Applejack smiled sheepishly. "Ah don't think Twi would appreciate you wreckin' her house after she _just_ got it, Sugarcube."

"Well, I—" Twilight tried to say but Pinkie zipped to her side, draping her foreleg over Twilight's neck and hugging her close.

"Oh come on, just think about it. Trampolines in _every_ room! You'll never have to walk again!"

"Yeah, an' th' frequency of us gettin' concussions goes through th' roof. _Literally_," Applejack deadpanned.

"That's why we'll get helmets!" Pinkie insisted as the two ponies continued their discussions and going up the stairs. A few moments later, loud drilling and construction noises rang out from their rooms. Twilight was silently worried over what they had planned.

"Well, I don't think this needs any saying," Cadance said with a smile. "But even if you ever feel alone, Twily, you never are. You've got so many friends, so many ponies that love you here in Ponyville, in Canterlot, in the Crystal Empire… That won't change."

Twilight smiled and blushed, looking down and feeling a bit silly over her concerns. "Okay, I understand."

"You're the Princess of Friendship," she continued, hugging her. "The best pony for the job, if you ask me."

"But what does that mean, exactly?" Twilight asked. "I mean, do I just go around, door to door selling books about friendship. Like, _have you accepted Friendship as your overlord and savior?_"

Cadance laughed at Twilight's silly voice. "It just means you do what you do best. Show everypony the magic of friendship. You've already done a good job of it so far."

Twilight nodded, thinking back on the crazy adventures she went through with her friends; the adventures that made her the Element of Magic, then an alicorn princess, then the Princess of Friendship. There must be _something_ she's doing right if she has this position, right?

"You're right," Twilight said, stepping forward and approaching her chair that glinted in the light. "Everypony deserves a chance to experience the magic of friendship. It isn't especially reserved for just me or my friends, it's for everyone. And I hope I can show them that…"

"You'll do brilliantly," promised Cadance. "I just know it."


	3. At The Gala

_PETER_

Peter was on time for a change. He showed up half an hour early in a suit only an Aunt could love. Seriously, she's the one who bought it. Thankfully, however, she has some good taste which becomes dwindling after 30 seconds. He was wear a dark blue pinstripe blazer with matching pants with a white dress shirt and a dark green necktie that was on so tight he was beginning to hallucinate from the blood-deprivation.

Still he looked endearing like a puppy dog wearing a bowler hat and a monocle. It looked like he made something of an attempt to fix his perpetually messy hair and his dress shoes may have been scuffed and scratched up but you could only see them from a mile away and if you didn't focus on how nervous he looked. He fiddled with his camera like a security blanket and looked around nervously as if expecting someone to kick him out on the grounds of looking poor.

The benefit was some expansion on Oscorp on the scientific front which was impressive given that the last CEO was recently incarcerated for being insane and the company nearly crumbled after that. Peter didn't feel very comfortable here and it was not just because he had the social grace of a walrus learning how to pilot a jet, but being here just felt wrong.

Everything reminded him of Gwen, especially the small memorial set up at the front of the room done in Gwen's memory. There was a large picture of Gwen surrounded by flowers and handwritten notes that said nice things about her. Peter's heart felt like it was being torn out and stung by a passive-aggressive wasp when he realized that the picture was the one _he_ took on her 18th birthday.

She was smiling like everything was right in the world, looking off to the side with an expression that said, _Really? You didn't bring any ice cream?_

It felt like a cruel joke to Peter and he didn't realize he was glaring at the memorial until Mary-Jane said something. She walked up and touched Peter's arm, making him jump back slightly. She frowned at him, "What's wrong, Pete?"

Mary-Jane looked amazing. She was dressed in the way models do when they want to blow somebody's mind. A glittery red dress hugged her body, accenting her curves and womanly features that turned some heads. Her fiery red hair draped over her shoulders in regal curls which was outdone by her bright green eyes. As is customary with Mary-Jane she wore black heels so that she could beat Peter's height by a few inches.

Peter realized he was staring and looked away, brushing at his hair nervously and hoping that his fly was done correctly. "Nothing, nothing, I was just waiting for you. I tend to get, ah, gassy when I'm trying to be patient."

Mary-Jane smiled, looking like she could light up the dark side of the moon. "Well then, that's certainly an issue. I won't force you to be patient then."

She laughed which made Pete laugh. "Thank you, I and everyone in this room appreciate it."

She took a step forward and Peter tried to focus on anything but her. Dozens of people in fancy suits and sparkly dresses milled about around them, they look so bored that if a monster truck drove into this building they'd regard it with the same warmth and emotion as they would to corporate logistics. Still despite all of these people, Peter couldn't help but feel claustrophobic. He understands the irony of Spiderman being claustrophobic but try as he might, Peter was never really good with crowds.

He felt as though the walls were closing in on him. Nervously he loosened his necktie even as MJ began to speak, she said, "You know, I didn't think you'd want to be here, _with_ me after this morning."

MJ didn't sound like she was teasing him, her eyes downcast and a frown tugging at her lips. Peter wanted to reassure her but wasn't sure how.

"No, of course I did," he said pathetically. "It's just things in my life… they don't exactly allow time for, you know, dinner with anyone."

MJ nodded, keeping her eyes to the ground and appearing unconvinced. Peter scratched the back of his head, this was a lot harder than he remembered. "… You look good," he said weakly.

She looked up and smiled sheepishly, her green eyes sparkling like the sea after a beautiful sunrise. MJ tugged at her dress nervously like she was just beginning to become self-conscious. "Even if I wasn't being forced here under penalty of unemployment I'd tell you that, it's only fair. Here come on."

Peter raised his camera to take a picture of MJ but she blushed and held up her purse to her face. "No, no, Pete, don't take a picture of me—"

"It's only fair," Peter laughed. "Otherwise how else will I embarrass you?"

MJ laughed, still covering her face and taking steps away from Peter and his malicious camera. "Peter, you're supposed to take a picture of the event, _not_ me."

"I'm the photographer, I think it's _my_ decision what I want to take a picture of," Peter insisted, still trying to get a good shot of her. "Listen, if you're worried about how red you look I'll buff that out when I'm home, I'd do that favor for you."

By now she was a laughing mess, her face was just as red as her hair and not solely from embarrassment. She moved her purse from her face and to her side. "You'd do that favor for me?" she asked in-between gasps. "So nice, Tiger!"

Peter snapped a picture before she could do anything and gleefully held the camera out of reach as she lunged for it suddenly. "Peter, no, why did you—"

He looked at the display and smiled, showing it to her. "Aw, you look like a wittle cutie-patootie."

The picture was modest. MJ was smiling in mid-laugh in front of a glittery starlight room. Most people look weird when they laughed but either MJ was absurdly photogenic or Peter was the best photographer in the universe because she just looked perfect in this.

Mary-Jane was about to try to take his camera again when a gruff voice called out, "Parker, Watson!"

The two stood at attention, MJ went over to Peter's side and stood ramrod straight as Jameson approached them. They were both biting their cheeks to keep from laughing but it didn't help that MJ continued to try to steal Peter's camera with their arms folded behind their backs.

Jameson was dressed in a nice black three-piece suit with a bright white bowtie that made Peter wonder if he was about to rattle off a game-show showcase with Drew Carey or bust out a song from Les Mis.

"Oh, hello, sir," Mary-Jane greeted with a polite enough smile but had to cover her mouth so she wouldn't laugh. "I didn't know you'd be here."

JJ grunted as he fixed his bowtie. "Me neither, it was last minute, that's why I sent _you_ two, so I wouldn't have to be here. Speaking of which, what're you doing? Shouldn't you be working?"

Peter held his camera behind his back so JJ wouldn't see the picture he took of Mary-Jane. He wasn't sure what to say to placate him, but again Mary-Jane came to his rescue. "We were—are, sir. Clearly, I was just discussing to Peter here about how much I hate Spiderman. You know, with his daring-do, devil may care attitude, such a stuck-up."

Mary-Jane scoffed to prove her point and prodded Peter in the side to get him to agree. Peter nodded, scoffing for good measure and rolling his eyes. "Yeah, such a horrible guy for saving people without the prospect of reward or fame."

If JJ noticed his sarcasm or stopped listening once Mary-Jane mentioned Spiderman he didn't let on. Merely nodding as if she'd said something smart. "Well then, keep up the good work!"

He sauntered off, taking two cups of wine from the passing server and walked off elsewhere. Mary-Jane sighed in relief once he was out of earshot. Peter pulled out his camera and stared at it for a bit, quietly enjoying her laughing expression.

"So, Spiderman, hm?" Peter said with a forced expression. "A stuck-up?"

Mary-Jane turned around and brushed her hair behind her ear. She made a face but looked Peter straight in the eyes. "Probably, I dunno. So far all I know is that he's out saving people, I said all that to calm Jameson."

Peter nodded but held a sad look in his eyes as he glanced at the tribute for Gwen Stacy. "That's what he does… save people."

They made their way into the main room. Mary-Jane wanted to ask Peter what he meant by his last comment but he made it clear that he didn't want to talk about it. He kept himself preoccupied by taking pictures of everyone there, every time she asked him something about Spiderman he'd pretend to be interested in his camera.

It was that quality of Peter that intrigued Mary-Jane. On the outside he was this goofy, perpetually late, timid guy but if you looked hard enough and saw past his silly façade you could easily see the cracks in his armor. The way he'd just look out the window sadly, just staring at the horizon. Or the way he'd get defensive and panicky when people brought up relationships or even if girls got close to him.

Even though they've been getting close for a while, Mary-Jane felt like she was standing at the edge of a vast ocean and the only thing she knows about it is derived from a single cup of water. It would've been easy just to turn around and leave the ocean alone but she wanted to take the plunge, to jump into the scary, frozen abyss. Mary-Jane's ears turned pink as she remembered Peter's compliment.

Peter didn't notice, thank goodness, and kept his scrutiny on his camera taking pictures seemingly at random. Mary-Jane never really understood the appeal of photography, to her it was just taking a still of life, frozen in time. It wasn't introspective, it didn't overtly teach anything. But even she could appreciate Peter's photography skills.

Every picture she saw of Spiderman easily painted him as this masked crusader for good. This selfless hero who throws himself between danger and innocent civilians because it was right. Ironically enough, it was Peter's photos that gave her this near-obsessive drive to find out Spiderman's identity.

It wasn't even to oust him to the public but just to sate her curiosity. Just so she could personally thank him for his work and apologize that the burden has to fall on his shoulders. It seems a bit strange considering she's at some random fancy-pants party for something she barely cared about instead of investigating the Web-Head. Well, when she heard that Peter was going to be here, Mary-Jane couldn't help but volunteer.

There were dozens and dozens of people here; people from big name companies or stockbrokers or just general science geeks excited at the prospect of the latest scientific innovation by Oscorp, which had the resources and technological advances equivalent of China. It was quite exciting but Mary-Jane couldn't help but feel uneasy.

_Three_ major supercriminals came from Oscorp in just a year. You've got the giant man-lizard formerly Doctor Connors, the man comprised entirely out of electricity which was recently revealed to have come from Oscorp as well, then you've got the former CEO of the company in a decked out suit of armor and horrifically mutated.

It was quite reasonable to be a little on edge since it seems that Oscorp is literally at the center of every crazy thing that's happened here. Well, as far as Mary-Jane knows they weren't the cause of the alien incursion a while back but she's got a few theories! Even Peter seemed uneasy.

Every time he wasn't looking down his camera he had an expression of worry on his face, looking around nervously at anyone who approached as if he was about to fight for his life in a few minutes. Mary-Jane's stomach growled mutinously and the sensation of nausea hit her like a badly worded metaphor.

She was _starving_. Mary-Jane was so busy with all of her work she barely had time to eat then she had to squeeze herself into this dress (lovely, by the way) and now she's on an impromptu date. That spelled bad news to Mary-Jane. She was about to turn to Peter to express these concerns but he was grinning at her, holding up a shish-kabob to her.

"You look a little flushed," he said, handing her the stick. Mary-Jane took it gratefully, studying it. It wasn't exactly what she was pining for, but it would suffice. "You feeling okay?'

Peter placed his hand on her forehead and she blushed even more. He frowned as he removed his hand. "No fever…"

"Just a bit hungry," Mary-Jane said, chewing her shish-kabob. "No time to eat these days."

Peter nodded but made a face like he couldn't believe she wasn't able to eat properly these days. It was endearing that he was so worried about her. "Well, after this… do you maybe want to get something to eat? Something better than that shish-kabob."

Mary-Jane had a hard time swallowing her bite of food. A server passed with a tray of champagne and Mary-Jane grabbed one and took a swig of it. Peter stood awkwardly, fiddling with his camera. "If you want, ya know. I'm just concerned with your well-being, that's all."

She waved her hand and placed it on his arm, making him jump slightly. "No, no, of course. I-I would love to!"

Peter smiled in a way that made him seemed way too much like a puppy getting petted. Mary-Jane had to resist the urge the pat him on the head. "Good," he said, shuffling around. "That'd be nice…"

She was going to say something else but the lights dimmed except for center stage. The stage was slightly so it looked over the room. A large red curtain flowed behind it and a podium sat in the very front of the stage. A man appeared from stage right and approached the podium.

Peter began taking pictures of the stage… but something felt wrong. The back of his head buzzed; his spider sense.

The man lifted up his notecard and began to speak but a crashing noise erupted from the behind the curtain. Then there was a bloodcurdling scream. Everyone's attention was directed to the red curtain which tore open as a large metal door was thrown through it and aimed toward the podium. Luckily the man was smart enough to roll out of the way as it sliced the podium in two and tumbled into the crowd.

Peter growled as Doc Ock appeared from the stage with his robotic arms carrying him. In his hands he carried a few lead-lined canisters. The radioactive isotopes that the Rhino and his crew attempted to steal months ago!

Three police officers ran up and pulled out their guns but Doc's arms shot out grabbed them by the waist and tossed them across the room.

Everyone screamed and ran for the exit. JJ, Peter and Mary-Jane were the only ones who didn't run. JJ was yelling at Peter to snap a picture, throwing a few nasty words at Doc Ock which may have offended him.

"Oh, look," Doc Ock said with a sneer. "The great J Jonah Jameson. I've heard the only prospect your newspaper can get are paper airplanes."

JJ growled and began to roll up his sleeves. "I'll show you a prospect…"

Doc Ock's arm shot out and tried to grab him but Peter was quick to act. He lunged, tackling JJ down just as the arm whizzed past his head and missed entirely.

"Peter!" yelled Mary-Jane.

Doc Ock turned his attention to the red-head but Peter stood up in front of her, arms extended. "Don't!" he warned. "You've got what you want… so _leave_!"

"Peter, what're you—" Mary-Jane started but stopped once Peter gave her a hard look.

"Leave," he continued, turning back to Doc Ock. "We can't do anything to stop you."

"True," Doc Ock mused. "But that doesn't mean you need to be alive."

His arm caught Peter by the throat, chocking him and lifting him up slightly. If it wasn't for his physically enhanced body, he would've past out instantly. Mary-Jane yelled something that was lost in Peter's blood-filled ears.

JJ tried to charge Doc Ock but he swiped at him, knocking him across the room and slamming into a table. Peter couldn't tell if he was alright but he was still breathing.

"Let him go!" yelled Mary-Jane. She took a chair, hefted it over her head and charged Doc Ock. It was an insanely stupid and brave charge but she didn't even get 3 steps forward. He disarmed her grabbed her by the waist and lifted her up.

"Gladly!"

He threw Peter hard against the back wall which collapsed on top of him as he crumbled to the floor. Mary-Jane screamed in horror, but Doc Ock didn't listen and trudged his way upstairs with her as his hostage.


	4. The Magical Balance

_TWILIGHT SPARKLE_

Princess Twilight Sparkle scrutinized the readings that blinked to life on her Magical Mass Spectrum Scanner and frowned. They were jumping all over the place, sporadically going out of control, the last time she saw magical readings like this Discord was waking up from his stone prison. In fact, it was so chaotic, Twilight thought Discord must be behind it.

She sighed, deciding on making a visit to her least favorite spirit of chaos when she heard, "Oh, Twilight, ye of little faith."

Twilight looked around for the source of the voice and noticed it was coming from her machine. The display screen blinked and a digitalized miniature Discord appeared right above her readings, lounging on the number 203, eating the number 7 like it was a hay-fry.

"I thought we had gotten past this whole 'Discord is evil' part of our relationship," he continued, his voice sounded tinny and echoey.

Twilight frowned, adjusting her crown on her head. "Yeah, that was _before_ you betrayed us and all of Equestria for the all-powerful, megalomaniacal _villain_ that nearly won!... And stop reading my mind!"

Discord materialized beside her, still floating and chewing on a large white number 7. "I don't _need_ to read your mind, your thoughts are written all over your face."

He waved his claw over Twilight's face and words appeared all over it, he waved it again and it disappeared. Twilight maintained her frown, unimpressed by his magic. "Happy that you have your magic back?"

Discord beamed, smashing his half-eaten number 7 in his bear paw and when he opened it a tiny blue bird flew off. "Oh yes, I really must thank you again for getting my magic back. I felt positively nude without it! Did you get my flowers?"

He snapped his claw and a few thousand bouquets appeared all over her basement. Twilight scoffed, blowing a few petals off her face. "Well, you're welcome but shouldn't you busy with your community service?"

Discord frowned like _service_ was a curse word for him. He snapped his claw again and the flowers disappeared. Sighing he draped himself over Twilight's back, thankfully he was as light as a feather. "Oh don't remind me. Celestia and Luna have me bending over backwards for my little… altercation."

To prove his point he wrapped himself around Twilight like a snake, bending impossibly for his figure. But Twilight didn't pay him any attention, that's a good way to annoy him. "You should've been punished more severely, in my opinion. Your little 'altercation' nearly destroyed _everything_."

"It's all semantics," he said, poofing right in front of her.

"It really isn't."

"And I was charged with taking care of Cerberus at Tartarus originally, but sweet, forgiving, Fluttershy suggested community service." A yellow flag with Fluttershy's impression appeared in his claws and a golden hat with a pink mane cascading down his back materialized on his head. "I was hoping you would show just as much compassion as her."

Twilight pushed past him, levitating the paper report from her scanner and holding it up so she could read while walking up the stairs. "Even _if_ I thought you deserved it, I'm _busy_."

"With _work_," Discord said with a sour expression, floating right behind Twilight. "And, in case you're interested, I am not the cause of this magical imbalance. I am much too busy giving back to the community."

An orange and black jumpsuit appeared on him along with iron cuffs and an iron ball was anchored to his legs. Twilight ignored him and left the basement. "I've got a few theories, then, if it wasn't you. None of them are really good, the one I'm betting on was due to Tirek and his odyssey to destroy everything threw the magical balance out of whack."

"Right on the money!" Discord said, clapping as a studio audience echoed around her, cheering and applauding. "Now, Gary, tell Twilight what she's won!"

Discord struck a pose in front of a large white curtain with a number 1 painted on it. He was dressed as a gameshow host, a black suit with a comically large red bowtie around his neck with a microphone in his claw. Twilight walked right through the curtain, completely ignoring Discord's antics.

The spirit of chaos sighed as he glanced at the camera and made a slicing gesture across his neck and everything disappeared. "Really, you aren't much fun, _princess_."

"Is there any way to repair this imbalance that _you_ helped cause, by the way," Twilight asked, walking up the stairs and heading to her observatory. "Will there be any negative consequences because of this?"

"I'm not sure honestly," he answered, floating alongside Twilight in a lounge chair sipping lemonade. "The magical balance corrects itself, through time. It is quite resilient in that manner, even _I_ was never able to alter it permanently."

"You say that as if it's sentient," Twilight scoffed.

"I would've thought _you_ of all ponies would've realized that," he retorted. "As for negative consequences, who knows! It could be as small as your horn not working or as something major as an interdimensional, reality-warping tear in the fabric of space itself!"

Twilight glared at him. "But you know, I'm betting on the former than the latter," he added meekly.

She sighed, shook her head, and continued on. "If there is a magical disturbance, I should be able to see it."

"Why must you concern yourself with this? Come on down to Fluttershy's cottage, we have tea and biscuits! Besides, aren't _you_ the one who was worrying over losing your friends because of this royal promotion?"

"Because it's my _job_ to worry about it. It's my responsibility to help everypony whether it be showing them the magic of friendship like I've experienced or by defending them from any threats and—wait, how did you know about… Discord, have you been reading my journal again?!"

Discord smiled smugly. "Oh, look at that, time to go!"

He snapped his claws and he folded up, like a playing card, and disappeared with a _pop_!

Twilight rolled her eyes and entered the observatory. It was easily one of the biggest rooms in the castle, it was domed shaped with sparkling silvery walls and constellations covering the domed roof that was magically enchanted to change into different shapes of stars every hour. A large violet telescope encompassed the center of the room and was pointed out of the slit created by the roof.

She approached the telescope and took a look through, occasionally glancing back at her paper for reference and magically adjusting the angle of the telescope until she found the spot she was looking for. To anypony else it would've looked like just another patch of starry sky, but Twilight recognized the constellation Coperneighcus and the outline for the Horsehead Nebula.

This is where the magical distortion was the strongest. Perhaps she could come up with physical evidence behind her claims.

Twilight looked and looked but found nothing. She was about to give up when she saw a blue streak in the stars. It looked like plasma the way it ignited and cooled instantly in the hard vacuum. Twilight looked closer and saw streaks of red and blue lightning that accompanied the strange blue aura.

"That wasn't there before…" she muttered, magically noting it without removing her eyes from the sky.

Then it came. An explosion that lit up the sky briefly in a fiery blue haze but disappeared as quickly as it came. Twilight could feel the magical shockwave resonating within her horn, it felt like every molecule in her body was being pulled toward that explosion.

She waited, watching that region of space so closely and intensely she could've burned a hole into it if she tried hard enough. But for five minutes nothing happened. Twilight tore herself away from the telescope and documented that strange occurrence. It might've been nothing but… Twilight's gut instinct told her it was something potentially dangerous.

Twilight would've liked to stay there and continue watching but the hours dwindled away and as much as she hated it, she needed her night's sleep. She left the room, went down the stairs, and into her bedroom modified to resemble her personality.

It was painted purple with starbursts decorating each wall. Silver stars crafted from metal and hanging from her ceiling. She had her own personal bookshelf directly in line of sight from the door. Her bed was pushed to the side as if sleep didn't matter much and on her desk was a mess of papers and scrolls. Home sweet home.

She yawned, levitating her crown off and to the side as she got into bed and under the covers while magically extinguishing her lamp. She lay on her side and tried to drift off to sleep but that explosion was still etched in her mind. She wanted to investigate but how? She didn't exactly have a spaceship in her closet.

Ah well, she can deal with that issue in the morning.

It isn't like the world's gonna end.


	5. Has Been Disrupted

_PETER_

"It's the end of the world!" a nearby vagabond cried, running around in circles as the chaos outside only grew.

The police had already gathered outside but it was too late. Doc Ock was already scaling the building, holding up Mary-Jane to him as a protective shield so they weren't able to fire. Even if they could scramble the police helicopter in time, he would be on the roof already. Mary-Jane struggled, pummeling the robot arms but she may as well have been hitting a rhino.

"Again with Oscorp!" she grumbled as they neared the rooftop. Mary-Jane gasped as she saw what was up there.

It was the skeletal frame of a weird mad-scientist device. It was arc-shaped about 10 ft tall with a control panel right in front of it. Lights blinked and the device seemed to be operational but it looked like it was missing one key ingredient, whatever Doc Ock just stole from Oscorp.

How did he have time to set all of this up?

"With this… it will be complete," Doc Ock said with a malicious grin, holding up the radioactive canister.

"It won't work, this freaky experiment of yours. The police will stop you, _Spiderman_ will stop you," Mary-Jane said.

Thankfully he turned as she had planned. A deep frown creasing his already unattractive features.

"That _bug_ couldn't stop a runaway train much less me," he all but spat. "You will see, the whole world will see _my_ genius!"

"I'm not sure the world is ready to see that," Mary-Jane muttered. "But oh, trust me. Once I give Spidey a call, he'll kick your—"

Doc's spare arm lunged, spike protruding from its claw, and stabbed Mary-Jane's phone as she pulled it out. "You know, I'm beginning to grow weary of you…"

"Join the club."

Doc Ock growled, arm retracting as if ready to hit her but then a spider web caught him in the face. Mary-Jane turned with a smile to see Spiderman crouched at the edge of the roof in all of his grandeur, strangely enough he had a backpack slung over his shoulders but she didn't focus on that.

"Come on, Doc, that ain't no to treat a girl!" he taunted.

Otto tore the web from his eyes. "Spiderman!"

Spiderman leapt, dodging the first two arms and webbing them together as he flew toward them. "Yep, that's me!" he yelled as he spun mid-air and kicked Doc in the chest. Doc Ock staggered back, dazed in pain, while Spiderman tried to pry Mary-Jane free to no avail.

His first two arms freed themselves and lunged at Spidey. Spiderman leapt, dodging the strikes but he wasn't fast enough. It sliced at his side, creating a visible cut, he winced but kept going, charging the arm that held Mary-Jane to free her.

But Otto lifted Mary-Jane up in the air, she yelped and Spiderman leapt to reach her but he was pinned down by another arm. "Mary-Jane!" he yelled.

Spiderman shot another web at his eyes but one of his arms blocked it. He sneered at Spidey but he was already charging him. Spidey leapt and kicked the Doc right in the face and used his shoulders to jump-spring up to Mary-Jane but all three of his spare arms caught Spidey by the legs and arms and slammed him down at the floor.

Firing off two web-strings and caught Doc in the back and pulled him toward himself. The Doctor and Spidey tumbled and rolled, pummeling each other. During the chaos, Spiderman tried to tear off the arm that held Mary-Jane but was stopped at each attempt. Eventually, they tumbled off the roof.

Mary-Jane screamed as she was dragged along with them but Doc's arms grabbed the side of the building, stopping their descent violently.

Spidey held on to his back and wrapped his arms around his neck, trying to choke him out but his arms grabbed him, pulled him away, and slammed him into the building. Before he could attempt another web-sling, his arms were pinned down.

"You think of yourself as a hero," Doc said with a sneer.

"That would explain the skintight suit," Spidey snapped sarcastically.

"Then watch as you _fail_!"

Mary-Jane was thrown by the arm and plummeting down to the earth. She screamed and Spiderman leapt to action. He headbutted Doc Ock so hard he fell off the building as well, only being saved by his robotic arms.

Spiderman braced and prepared to dive off the building after MJ… but he froze.

Time slowed down as he watched MJ fall. Spiderman's heart pounded like crazy, his body felt numb, and he was paralyzed with fear. He looked at Mary-Jane's face, she was so terrified… then he saw her. Gwen Stacy… the last moments of her life fading as Mary-Jane's had.

Then he dove. He pushed off the building and shot straight down at Mary-Jane. His spidey sense slowed everything down, he could sense her velocity and how quickly she'd hit the ground. He could see where her muscles tensed and relaxed and he knew how dangerous his web-shooters would be.

With two hands, he shot out two web-lines that caught her at her waist and pulled himself toward her. He sensed how close the ground was at this point, he was running out of time. Embracing Mary-Jane in a tight bear hug, she yelped from the impact and hugged him back, bracing herself for the fall. But Spidey shot another web which connected with the building and it tensed, shooting Peter up violently and toward the building.

Protecting Mary-Jane, Spidey took the impact entirely and slammed with a thud on the ground with the red-head on top of him.

His entire body burned, his muscle lanced with intense pain, but he looked up at MJ. She had her face buried in his chest, half-sobbing, half-gasping. "You okay?" he asked weakly.

She shook her head. "T-thank you..."

She lifted herself up slightly, her eyes were red and tinged with tears. Spidey sighed, putting his head down, he wanted to just pass out there but he couldn't. Doc Ock was still up there.

Spiderman stood up and helped Mary-Jane up. "You need to get out of here," he told her, heading toward the window but Mary-Jane held his hand tightly, stopping him. Spidey turned around, she was frozen in place, tears ran down those sad eyes.

"The police are downstairs, they'll be up here soon," he told her calmly, placing his hands on her shoulders. "But you need to leave. Whatever Doc Ock is plannin' it won't be good."

"Peter?"

Spiderman took a step back, recoiling in terror and fear. He wanted to argue and call her nuts but he realized she wasn't looking at him. She was looking at the camera that was at his feet, the picture of Mary-Jane laughing clear on its display.

He shot a web at the camera and yanked it to his hand but it was too late. She knew.

"Peter is that you?" she took a step forward, her hand reaching his face but he backed up.

"Please, MJ. Get out of here," he begged. "You _can't_ be here."

"But you're—" she took another step forward but again he backed up, as if afraid if he touched her she would shatter.

Spiderman took off his mask, revealing the slightly bruised, crestfallen Peter Parker underneath. He held up his hands to her so she wouldn't get any closer.

"Doc Ock is planning something big, I know it," he said. "_I_ need to stop him and you need to leave and get yourself to safety. Find JJ if he hasn't already left."

"But…" MJ said, eyes brimming with tears. "The police said Spiderman was with that girl, Gwen, when she died…"

Peter looked completely shattered, like if she pushed the issue he would shamelessly begin bawling in tears. "Oh my god," she gasped, wiping her eyes. "Peter, I'm so—"

"If you want to apologize, do it _outside_," he interrupted with a clipped tone. "I can't let what happen to her happen again. So please, just leave."

MJ looked conflicted and Peter thought she was going to continue arguing but then she did something surprising. She grabbed Peter and hugged him tightly, kissing him as much as she could in a 4 second span. She broke the hug, wiped her eyes and gave him a brave smile.

"Go get 'em, Tiger."

Peter would've stood there all day trying to remember his name but the building shook and the power went out and that snapped him back to reality. He slipped his mask on, gave MJ a nod and leapt out the window, webbing up the building.

It only took five minutes to get up to the roof but it looked like the sky was on fire. The clouds had darkened and gathered at the top, spinning like an axis, lightning flashed in streaks of red and blue and a pulsating tremor shook the building like a heartbeat.

Peter swung in from above and stared, awe-struck, at the doctor's creation. His little arc thing was activated and it pulsated with blue energy that sparked and arced electricity throughout the roof. Peter's body ached as it remembered how painful it was fighting Electro.

Doc Ock stood in front of the arc and laughed manically. "I HAVE DONE IT!" he cackled. "THE TESSERACT WILL BE MINE!"

Peter webbed a piece of pipe and swung it at the doctor but his robot arm caught it. "Yeah, I made a potato clock in 5th grade, but I didn't let it go to my head."

Otto growled as he threw the pipe back which was easily dodged by the Web-Head. "This will be the last time you interfere _bug!_"

Peter swung and slammed into the doctor, knocking him back slightly. "Now that's just rude. It's _arachnid _to you, Octy!"

Two of his arms shot out like vipers and Peter jumped over them, webbing them together as he cleared it and landed on Otto's back. "We've been through this before, honey. That evil stuff is a big no-no!"

His two free arms whipped around and tried to grab him but he dodged and web them to his back, like before he webbed his entire body and springboard leapt off him and toward the portal. He reached the control panel but nothing made sense to him.

"Haywire doomsday machine with a potentially hairtrigger control mechanism that I have no idea to control," he mumbled to himself. "Easy solution: Hulk smash!"

Peter slammed his fists down at the panel and destroyed it with one punch. It sparked and grumbled before finally powering down… but the evil portal was still on!

"Now what?" he asked.

Doc Ock roared as he broke through the webbing and slashed at Peter. His spidey-sense saved his life as he whipped around and dodged but he wasn't fast enough. His arm slashed his chest but missed at grabbing him. Peter grabbed his arm and pulled him toward the Web-Head.

The two went tumbling over each other, fighting for dominance but Peter's super-reflexes allowed him to perfectly pin him and web his arms again. "Tell me how to disable it!" he ordered.

"It's too late!" Doc Ock cackled. "It is now self-sustaining!"

Peter webbed his mouth and sighed. "Well, that helps…"

The portal crackled and roared. Electricity arced from it and Peter felt ill standing so close to it. It felt like the portal had its own gravitational pull, like it was pulling every molecule of his body toward it. A rainbow spectrum of colors exploded from the portal and Peter's spider-sense was telling him to run but it was too late.

With the force of a megaton bomb, the portal exploded. Heat washed over Peter as his vision exploded with rainbow colors. His body felt weak and he collapsed, like a giant hand grabbing his head and squeezed him unconscious.


	6. Nightmares and Daydreams

_TWILIGHT_

The morning light spilled into the room through the thin, translucent, billowy curtains and onto Twilight's face. She stirred in her sleep and woke up slowly but surely. Sitting up slightly, her mane stuck up in comical and ridiculous manner, flattened on one side like she lost a fight with her pillow. Her expression was dazed and sleepy, halfway between awake and asleep.

She blinked, looking around in confusion for a moment. Expecting to see the rustic, simplistic design of her bedroom set up on the second floor of the Golden Oak Library, she was thoroughly surprised to see the sleek, silver crystalline walls staring back at her. Her mind briefly fell into panic as the dreaded memory of that fight filled her mind.

The intense heat that blistered her skin, the shockwave that took all of the air in her lungs, and the adrenaline that pumped through her veins as she protectively wrapped herself around Owlowisicous's tiny form and slammed into the ground. Since that day, she's had that nightmare almost every single night. It was horrible.

Twilight caught her breath, trying to ignore how uncomfortable her damp coat felt. She felt embarrassed that she cried in her sleep. Twilight couldn't even go back to where her house used to be anymore without bursting into tears. It wasn't because she lost her home or anything; it was because she was so useless in protecting it.

Getting out of bed, Twilight wiped her forehead of sweat, brushing her wings off and stretching it to get rid of that icky feeling. The discomfort wasn't enough to keep her in bed, she had gotten used to waking up after that nightmare after a few weeks. Granted, the very first time she had the nightmare she woke up in absolute tears. Thank Celestia there wasn't anypony nearby who saw her.

"But I had, Twilight Sparkle." Twilight jumped as Princess Luna materialized from the shadows before her. Princess Luna appeared in her regal outfit and stately expression, usually it was hard to read her emotions but her eyes spoke volumes of concerns, as if she had experiences with nightmares.

"Pr-Princess Luna!" Twilight stammered, folding her wings back and magically fixing her bed, hoping that she didn't look as bad as she felt.

"There is nary a need for worry, Twilight," Luna assured her. "I have no concerns over your home's present state, but merely have come here for a purely social visit."

That didn't exactly relax Twilight. Princess Luna radiated with power even without meaning to, it felt like standing next to an unstable nuclear chamber, that one wrong word would cause an apocalyptic meltdown. True, since her promotion to Princess, Twilight's magical prowess has increased over time _and_ since harnessing the powers of all three alicorns she has gotten a better grip on her own magic; but even still, she felt dwarfed by Princess Luna.

Princess Luna regarded Twilight kindly and sat down on her bed, patting the spot next to her. Hesitantly, Twilight took a seat beside her.

"It is quite a beautiful place," Princess Luna remarked, looking around the castle. Twilight's "room" was really a little attic area that overlooked the Grand Library. After years sleeping on top of bookshelves, Twilight only felt comfortable using a large tome as a pillow. "Certainly a place worthy for you."

Twilight bowed her head, blushing. Whenever she got compliments like that, she always got embarrassed, it didn't matter who it was from. Compliments like that just make her feel like she wasn't worthy. Like, _Wow, you stopped Tirek? That's so cool! You're awesome!_

It's like, well, Twilight was only doing what she thought was right, it wasn't anything special and it wasn't awesome. It was terrifying, every second during her fight with him she thought it might've been her last. But that's why she did it. Because she's the only one who could. If she had the power to do the right thing, then it's her responsibility to do so.

Was that deserving of praise? Twilight didn't think so. She looked up and noticed Luna was staring intently at her. Embarrassed she blushed again and was about to scoot away but then Luna wrapped her wing around her.

"I understand your concerns, Twilight," Luna told her. "You feel you aren't worthy of the praise and commendations you receive."

Twilight nodded. "Because it isn't anything special," she said. "I was just doing the right thing. Anypony would've done the same."

"Hmm." Princess Luna looked across the room at Owlowisicous who slept in his little bed. "I do not agree, Twilight."

Twilight frowned, raising an eyebrow. "What? Of course they would. Everpony understands basic morality, doing the good thing because it's good. It's really quite simple."

"Then what of Discord?"

"That doesn't—"

"Bravery in the face of danger is uncommon. The most natural reaction to danger is to flee," Luna interrupted. "In fact, that reaction is perfectly fine. It protects everypony and keeps them safe."

"Ponies aren't cowardly," Twilight argued. "They can fight and be brave, that's their nature. Discord doesn't count, he obviously isn't a normal pony."

Princess Luna fixed those dark eyes on Twilight. Her eyes were so motherly and so caring that Twilight had a stray thought that Princess Luna was a mother at one point. "To run, to flee like that, and to protect yourself isn't cowardly," she insisted. "It takes a certain kind of bravery to protect oneself, much like protecting others. Besides, your bravery against Tirek has underlying consequences, correct?"

Twilight looked down, ashamed and embarrassed. The Great Princess Twilight Sparkle has nightmares, it felt shameful. "Everypony has their nightmares. Their fears. Nopony is infallible, Twilight."

"But it doesn't make sense," Twilight argued. "I… _won_. I beat Tirek. Why am I still scared?"

"You do not fear your victory, you fear your eventual loss," Luna answered. "If one thing had gone wrong, just one thing, the outcome of your battle would've gone in another direction. That is what you fear."

Twilight thought about it. She had a point. Those nightmares often ended with Tirek in complete victory, her friends captured and thrown into the endless primordial abyss of Tartarus while Twilight was forced to watch as the world she loves fell to chaos. Just thinking about it now sent shivers up her back.

"How do you know?" she asked.

Princess Luna looked at her straight in the face. Despite the magical glow that radiated from her, she looked so old and tired at that moment. "Because my nightmares are exactly the same."

Twilight went downstairs and headed for the kitchen for a good breakfast to start off the day. She woke up relatively early today, an abhorrent fact for a librarian, and she wasn't in the mood to go back to sleep. Princess Luna's words still rang in Twilight's ears. She wasn't sure how she was supposed to feel from Princess Luna's confession. One on hoof it made her feel a little better that she wasn't the only one who felt this way, but on the other hoof she felt completely guilty that she hadn't considered it from Luna's point of view.

Of course Luna would have those nightmares. She rebelled against her sister and was banished for a thousand years, something like that wasn't going to go away so easily, even _now_. Twilight wanted to say something to encourage Luna but the words never came. Princess Luna seemed to understand Twilight's predicament and stood, "This is not something you must endure by yourself, Twilight," she had explained. "You have many friends. Though they may not understand completely, they are there. Do not forget as I once had."

Twilight promised she would and Princess Luna disappeared in a mist of shadows. It felt like their entire conversation had been a dream but Twilight pinched herself, nope, she wasn't dreaming. She considered Luna's words but they still didn't compute. The most default state for everypony was bravery, everypony had something they wanted to protect. Ponies were not inherently cowardly.

Still, Luna had been around for a very long time. Maybe there is some merit into what she said. But Twilight couldn't accept that there were ponies who were fine with running away. She had more hope in ponies than that.

Twilight was so distracted from her thoughts, she didn't even know her friends were in her kitchen cooking. Applejack looked at Twilight and a bright smile came to the farm pony's face. "G'morning, Twi! Do ya fancy some—um…"

Twilight maintained her blank expression, like she was lost in a daydream, as she walked around the kitchen as if in autopilot. Magically grabbing a bowl and a box of cereal and pouring them, perfectly maneuvering around the girls as they were in the middle of cooking.

She walked around Rarity who stood by the oven with Pinkie wearing a jewel-encrusted apron, Twilight magically lifted Pinkie up and out of the way and the party pony giggled from the ticklish touch of her magical grip. Twilight walked in-between Fluttershy and Rainbow Dash who were precariously carrying a bunch of cooking pans and pots without touching either of them. Finally, she approached Applejack, blinking slowly and deliberately as if she were in a trance.

"Twi?" Applejack asked, waving her hoof in front of the princess's face but she didn't respond. "TWI!"

Twilight jumped, eyes widened, and her wings popped to their full span, knocking Fluttershy off her hooves and into Rainbow who crashed into Rarity and Pinkie dropping pans and pots and causing all sorts of mayhem in their tumble. When the dust settled, the girls were sprawled on the floor, on top of one another, groaning in pain as icing had inexplicitly caked their coats.

Twilight looked at her fallen friends and blinked in confusion. "How long have you guys been here?" she asked.

After they cleaned up the kitchen and redid their cooking efforts, the girls sat in the dining hall with their bountiful breakfast. Twilight sullenly chewed her pancakes.

"What's wrong Sugarcube? Is a book character havin' trouble?" Applejack asked.

Twilight shook her head.

"Yer lookin' more down than Uncle Fritter when his chickens got into his brewin' equipment," Applejack continued.

Rainbow frowned at Applejack's convoluted comparison. "Wait, what?"

"What Applejack is trying to say, darling, is you seem positively down in the dumps," Rarity gently clarified.

"Yeah! I don't think a 'Let's Cheer Up Twilight Sparkle and Welcome Her New Shiny Castle' party would work!" exclaimed Pinkie, her face completely covered in maple syrup.

"I'm fine," Twilight promised. "I'm just a bit tired from the moving."

Rainbow raised an eyebrow, clearly unconvinced. "Twi, half the stuff in the castle came with it. The other half was moved by mover-ponies."

"She does look a bit tired," Fluttershy quietly remarked. "Perhaps a nice nap is in order."

"That's what _I've_ been saying all morning," Rainbow complained. "But you guys said—"

"Rainbow," Rarity interrupted. "This is for Twilight, not to enable your languor."

"Twi," Applejack said, putting her hoof on Twilight's. "What's goin' on, ya can tell us, ya know?"

Twilight's cheeks warmed and a smile tugged at her lips. That warm, fuzzy sensation spread from her hooves to her chest. She saw the concern in her friends' eyes, even Pinkie when she took a break from her pancakes. What Princess Cadance told her came to mind. That her friends won't go anywhere, even with this grand promotion she would never lose them.

She smiled at Applejack and suddenly enveloped her in a warm hug. Applejack was initially confused but she was never one to refuse a hug, she squeezed Twilight gingerly. Rainbow crossed her forelegs and frowned. "Hey! Don't leave us hanging!"

Rainbow took flight across the table and hugged both Twilight and Applejack. Fluttershy was the next to join, then Rarity and Pinkie, until an impromptu group hug was formed. The hug melted away all of Twilight's worries and concerns, like the rest of the world didn't matter at that moment.

After a few good seconds, they broke the hug and carefully watched Twilight for an explanation. She took a deep breath and counted to three. "I've been having these nightmares…"

Immediately, their expressions became more concerned and worried, Fluttershy looked like she was close to tears. "About my fight with Tirek. I can't get it out of my head. I was so scared."

Fluttershy fluttered in and gave Twilight a hug comparable to a vise-grip. "Aw, you poor little thing!" she squeaked into Twilight's neck.

"How long have ye been havin' them?" Applejack asked.

Twilight looked at her through Fluttershy's mane but didn't push the pegasus away. "Since I got this new castle."

"Oh my," gasped Rarity. "And here we were under the assumption that everything was alright."

"Why didn't you tell anypony?" asked Rainbow.

"I didn't want you guys to worry," Twilight admitted.

"So by tryin' _not_ t' make us worry, you made us worry?" Applejack summed up.

Twilight nodded meekly and finally Fluttershy broke the hug and stared at her with those caring, loving eyes. "We're your friends, Twilight. Whether you want us to or not, it's our duty to worry about you and love you. You'd do the same for us, right?"

She looked at the girls and tried to protest but once she saw their sincere, kindly expressions she found that she couldn't argue. Twilight nodded. "Of course."

"We're here to help!" Pinkie said cheerfully. "In any way possible!"

"I could read you _Daring Do and the Turquoise Serpent _to help you sleep," Rainbow suggested.

"Sweetie Belle once went through a period where she had chronic nightmares. My mother produced a lovely recipe for vanilla milk that helped her through it," Rarity chimed in.

"We can sleep over if need be," Applejack said. "Only hopefully, it won't end like last time."

She gave Rarity a knowing look and the fashionista blushed and nodded in agreement. Twilight felt a bit guilty about asking the girls to go out of their way for her but at the same time she really wanted to. So she grinned broadly and hugged Fluttershy again.

"That sounds perfect!"


	7. The Multiverse

_PETER_

Spiderman's entire body burned. Underneath his mask, his face was contorted in pain. One arm was outstretched and pinned down by Harry, his foot caught two shifting gears and kept them in place, Harry was tied up by the neck from his web and turning blue from the oxygen deprivation; finally, his other arm was pinned to the edge of the gear and gripped that spider web for dear life.

A number of scenarios ran through Spiderman's mind. He was racking his mind trying to figure out another way to get out of this. There was always a way out! He could feel the structure they were standing on lose stability over time, it would only take a matter of seconds for the whole thing to collapse.

"Peter!" she gasped.

The web snapped. The gears exploded around him but miraculously it didn't hit him. Harry was thrown back and slammed into the wall, unconscious, from the momentum. Peter got to his knees and watched as Gwen Stacy fell…

"So much misery in such a young soul."

Peter opened his eyes but he couldn't see anything.

Was he dead?

"Far from it, Spiderman."

He tried to move his arms and legs but they didn't respond. It seemed he could only control his eyes, which was good since if he got into a fight he could blink them to death.

"There will be no fighting here, young man."

Okay, why can whatever this is read his mind?

"That doesn't matter. What matters is you are here."

And where is here?

"The Multiverse Betwixt."

Right, that makes sense.

"You're supposed to be _clever_, Peter. Really… This is the place between the universes. The beginning and the end."

A light exploded in front of Spiderman that nearly blinded him. He blinked and squinted and what he saw was… _really_ confusing. He was floating in-between a galaxy and a supernova, it seemed, but it felt like he was lying down. Images appeared like television screens around Peter. What he saw in there didn't make much sense either.

One image he saw a pony wearing a bright red bowtie, white shirt, brown twee coat and a strange silver tube in his mouth with a green bulb on the end. Thing is, the pony wasn't like a _normal_ pony, other than the fact that it wore clothes. It was brightly colored in an almost cartoon manner. His curly mane was chocolate brown and his coat was a shade lighter than his hair. Strangely enough, there was golden hourglass tattooed on his flank.

He stood in front of a massive army of strange aliens and robots with a look of defiance on his face. The army marched forward like it was ready to execute him right there but hesitation rippled through the ranks. Even though they outnumbered him a million to one they still didn't dare fire at him.

Peter looked at another image. Like the first it featured ponies but it wasn't just one. The first pony was a costumed pegasus with a unicorn horn. The costume was pretty well-designed, to be honest, but it was really dark and depressing. It was prominently purple and navy blue with fancy cuffs on her (Peter decided her lithe figure indicated that she was a girl pony) hooves and a large purple hat on her head.

She was standing next to another mare who was tan colored with a black and gray mane. She was dressed like Indiana Jones with her green vest and archaeologist-like hard hat. Unlike her costumed friend, her flank was fully exposed and had a tattoo of what looked like an old-fashioned compass but the cardinal directions weren't specifically named. The two of them stood on the street in a city much like Manhattan looking up at a solar eclipse.

No, that wasn't the eclipse. A large _thing_ was up in the sky, enveloping the sun like a snake curled up protectively. Peter instantly thought it was a snake but it just looked like one with its diamond shaped head with 3 horns protruding from the top. It opened up its infinite maw and swallowed the sun entirely, shrouding the world in perpetual darkness.

Another image had a pony like the first one except completely different, if that makes sense. The only similarity they had was their golden hourglass tattoo, other than that they didn't look a thing alike. This one had chestnut colored hair that was spiked up in a crazy manner with bright blue eyes and a wild smile. He wore a red bowtie, like the first pony, but had a white shirt and a tight brown vest over it and goggles on top of his head. He was standing by a futuristic-looking console with a wide array of buttons and levers and switches and he threw them by random.

Peter didn't understand what he was looking at much less why it seemed to consist entirely of ponies, but before he could ask the disembodied voice spoke again, "This is the Multiverse Hub Network," he explained. "It connects the various parallel universes and keeps them in balance. Often times things can get a bit hairy and a few things can get… interwoven."

Two images appeared in front of Peter. The first was of the first Hourglass pony he saw but this time he was standing in front of a city made of crystals and diamonds. The second was of an entirely new pony but he looked like a cross-between the two Hourglass ponies he saw before. Like the second Hourglass pony, he had a chestnut mane that was spiked up and a red bowtie but he was wearing a brown blazer and a white shirt that made him look like a professor.

The two images combined and brightened to the point where it was like staring into the sun. When the light faded the two images were there but were switched. The chestnut Hourglass pony was now standing in front of the crystal empire while the other was inside a dark corridor of mossy stone and cracked pavement.

"For some reason, _you_ have entered here," the voice continued and Peter felt an intense pressure wash over him. It felt like a million people were now staring at him. "This is unprecedented and frankly _rude_."

Peter wanted to speak and say something smart like, _Shut up_, but he found his voice didn't work. In fact, when he looked down at his body he didn't see anything!

"Oh, no need to fret," the voice told him calmly. "You are merely experiencing the sensation of being ripped apart in a million pieces so tiny that the only reason you aren't being scattered throughout the cosmos is _me_."

That was comforting.

"So, what to do…" he hummed playfully, like the prospect of someone being torn apart at the subatomic level was hilarious. "I'm not sure it would be wise to send you back, what with the magical balance thrown into whack. Hm…"

Just do it! Peter wanted to yell. He didn't _want_ to be in this crazy hub whatever-it-is, he wanted to be home with his crappy job and his less crappy college. He wanted to be with Mary-Jane and Aunt May… Oh god, Aunt May, what's going through her mind now?

"Please, watch the language," the voice chided. "This is a children's program, after all."

"Send me back!" Peter yelled, he recoiled back in surprise and even the voice paused from shock. He didn't speak, per se, after all he didn't actually have a mouth. It felt like thinking but it was more like yelling really loud in your head and it being projected out.

"Your mind _is_ resilient," the voice finally said in an approving tone. "Not as formidable as that cursed Time Lord, but strong enough."

"What? What're you—"

"There's no way I can send you back without harm befalling these universes, including your own," the voice continued. "There's only thing I can do to ensure the safety of _everything_."

"And what's that?" Peter asked.

"Nothing _you'd_ enjoy, I'm sure…" All of the other images disappeared and one was displayed prominently in front of him. It was the image of a simple village. Like the other things he saw, it was cartoony and cutesy like an over imaginative kid got a hold of a bunch of markers and went nuts on their white wall. The tiny houses and simplistic aesthetic felt foreign considering Peter was from the big city but one thing felt out of place.

A massive crystal-like structure loomed over the town protectively. It was beautiful as it glittered in the morning sun as the first rays of light caught the top of the structure and a rainbow bloomed, arcing over the village.

"Ponyville Prime," the voice explained. "Ironically enough, this is the most stable of all the universes. You'll fit in fine here."

"No thanks," Peter snapped, trying to sound brave. "Just send me—"

"I've already explained why I can't," he sighed. "Try to make friends here, Peter. I hope you like hay."

Peter was going to ask what he meant by that but then his entire body burned. He could feel himself regaining a corporeal form and it felt like getting hit with 10,000 volts of electricity (trust him, he knows how that feels). Peter wanted to cry out in pain but it hurt so much he wasn't able to, only letting out a weak yelp.

He opened his eyes and light blazed overhead with such intense heat he thought he would disintegrate. The last thought that entered his mind was the image of Gwen laughing.


	8. Enter Spiderman

_TWILIGHT SPARKLE_

The sleepover went as expected. Rainbow Dash and Applejack started a competition on who can build the best pillow fort only to be floored completely by Pinkie's and Rarity's pillow _mansion_. Fluttershy began on the s'mores and Rarity decided to help out. Applejack predicted that Rarity's meticulous and perfection-driven nature would drive Fluttershy up a wall but oddly enough the two seemed to work well together. Within no time, they had produced immaculate treats that even Twilight had difficulty distinguishing which Fluttershy had created.

Once they had gotten around to the scary-stories portion of the sleepover, Twilight, once again, scared the living daylights out of everypony though she may have gone overboard. One particular story about a ghostly mare haunting the schoolponies who tormented her in school scared Fluttershy so badly she flew to the ceiling and took refuge up there only to be coaxed down by Spike at the suggestion of hide-and-go-seek. Pinkie and Rarity didn't understand what a scary story was, weaving tales of running out of cake frosting and dresses spun completely out of proportions respectively.

Even Applejack's scariest story was losing her precious apple crops to thieving vampire fruitbats to Fluttershy lament and embarrassment considering the last encounter she had with them. Rainbow was easily the most enthusiastic for telling stories but even she was unnerved by Twilight's ghastly story-telling skills.

The cyan pegasus, however, wasn't very enthusiastic for the make-over portion of the sleepover. Following her detailed checklist, Twilight suggested the make-overs as per the sleepover guidelines dictated by the authors of old. Naturally, they ganged up on Rainbow who insisted she was perfectly fine without all of that "junk" on her face.

Rarity, however, was adamant. "You have an enviable complexion, darling," she said with the aristocratic air of a princess. "So, I shan't disrupt that but rather emphasize and increase the effectiveness of your natural beauty."

Rainbow eventually conceded to Rarity's suggestion and the girls went at it. Within a few minutes of griping and complaining, Rainbow looked ready for a night on the town, they even fixed up her unruly mane. Rainbow wasn't impressed but even as she frowned it was difficult not to appreciate her.

"You did it," Rainbow grumbled. "You actually did it, you made me, _me_, look like a fool! Take it off."

Rarity wanted to protest but one harsh glare from the pegasus and they eventually cleaned her up, ending the affair with loud, unadulterated laughter. Even Rainbow joined in on the laugh. They finally ended the night sitting beside a lantern, cuddled up in their sleeping bags, just talking and exchanging stories. It felt nice because it made Twilight feel _normal_ for once. No doomsday monster threatening the whole of reality, no dangerous quest, just hanging out with her best friends.

"I still have _no_ idea how Fluttershy managed to convince Princess Celestia _not_ to sentence Discord," Rarity said pointing to the esteemed pegasus who shyly bowed her head. "Personally, the scullion deserves whatever punishment the Princesses had in mind."

"Exactly!" agreed Rainbow. "He did _betray_ us, ya know."

"Oh, I know—" started Fluttershy.

"And nearly got Twilight hurt or WORSE!" chimed in Applejack. "Th' little scoundrel deserved Tartarus."

"I realize what he did was wrong," interjected Fluttershy. "But if you really think about it. Without him, we wouldn't have made it out okay. Twilight wouldn't have achieved her key and this castle wouldn't be here."

"But it was _his_ fault Twilight needed the key in the first place," argued Rainbow. "If he had done his job like he was supposed to, none of this wouldn't happen. Twilight would still have her house!"

"But perhaps this was meant to happen all along," Fluttershy suggested.

"What do you mean, darling?" Rarity asked.

Fluttershy looked a bit uncomfortable being the center of attention but she took a deep breath and said. "Well, the reason we're all together is almost like destiny, right? The chances of us getting our cutie marks at the same time and meeting up are astronomical."

The girls looked to Twilight for confirmation. The princess nodded and sat up straight. "I've done the calculations myself. They are pretty much impossible."

"I LIKE being impossible!" cheered Pinkie, running up and hugging Twilight. "Just call me the Impossible Mare!"

Fluttershy laughed softly but continued. "In a logical and just universe, we wouldn't be friends, not like this. There is something connecting us all together, an unseen force, maybe, but definitely something. So, it isn't too hard to suggest that that same force is responsible for Twilight getting her key and becoming the Princess of Friendship."

"I do suppose you have a point," confided Rarity. "The concept is a bit romantic, wouldn't you say?"

"I don't like it," decided Rainbow. "That just means that I don't have any choice in the matter. That I have to let _destiny_ decide everything for me."

Fluttershy frowned slightly and looked down at her hooves to the count of three before looking back up. "I'm not sure it's like that," she said. "Perhaps destiny doesn't decide _everything_, just the little things, like me falling from Cloudsdale and landing on a swarm of butterflies."

"Or me encountering the boulder filled with jewels," agreed Rarity.

"Or my nearly botched magic test that made me a student of Princess Celestia's," said Twilight.

"Or me seeing that sonic rainboom and deciding to throw a party!" cheered Pinkie.

"Or, hay, me seein' the same rainboom that led me home," Applejack said.

The girls turned and faced Rainbow who blushed from the sudden attention and smiled at her. "Your decision to race for my honor allowed all of us to acquire our cutie marks," Fluttershy continued. "Destiny may not decide everything but it allowed us to become friends."

Rainbow wanted to argue but the girls took the end of Fluttershy's sentence as a cue to hug her suddenly. Rainbow was never one to refuse a hug but she hated when they would be all cutesy to defeat her argument, but she hugged them back anyways.

"Destiny brought us together," Twilight said, nuzzling Rainbow. "And there's nothing we can't accomplish as friends!"

An explosion outside rocked the castle with such force the girls were jostled out of their group-hug and landed on their butts. It didn't sound like a detonation, in fact, it reminded Twilight of a sonic boom. The Princess glanced at Rainbow who was shaking her head to get rid of her disorientation, nope, it wasn't her.

"What was _that_?" Rarity asked, her face buried in Pinkie's tail.

"I don't know," admitted Twilight as she got up and ran to the window. Looking up into the sky it was as starry and beautiful as ever, nothing really going on… Except that purple mass. It was a bright purple and blue _thing_ in the sky. It reminded Twilight of the anomaly that occurred the other day, except this time it was opening up.

The purple mass stretched until it was shaped like a doughnut and in the center, where the hole was, absolute darkness remained. Not like starry night darkness, but it was more like a black hole. A burst of light erupted from that hole and shot down toward the planet.

"What in Equestria is that?" Applejack asked.

"A shooting star!" cried Pinkie.

"No, it isn't," Twilight muttered, feeling the same magical disturbance from the other day wash over her body only 100x stronger. Her horn glowed brightly and fizzled and popped, Rarity's horn did the same thing and the fashionista yelped as her horn popped.

Twilight tried to conjure magic but nothing happened. She could feel the magic within her body rise up and prepare for the spell she wanted to cast but when it reached her horn it simply stopped. Panic rose in Twilight's throat as the memory of her fight with Tirek popped into her mind.

"My magic!" complained Rarity, trying and failing to produce magic. "It's gone!"

"Whatever that was, it ain't good," Rainbow muttered.

Twilight nodded slowly as the "shooting star" arced elliptically downward and slammed in the center of the Everfree Forest. The shockwave shook Ponyville but otherwise left it nearly intact. Twilight frowned, a celestial body crashing in the Everfree Forest would have a much more devastating impact, someone, or some_thing_, intervened so the collateral damage would be minimum.

"Come on girls," Twilight said. "We have to check it out."

It took them twenty minutes to run into the Everfree Forest, in spite of Fluttershy's protests, and the girls sprinted right in. The enchanted forest was scary and creepy during the daytime but at night it was much worse. Twilight tried for a basic light spell but her magic was still down and she cursed under her breath.

"Why haven't the Weather Patrol been deployed?" Rainbow asked, looking up at the skies in search of pegasi first-responders but nothing was up there.

"Whatever crashed disrupted unicorn magic," Twilight answered, looking at Rarity. The fashionista nodded sadly as her horn sparked slightly. "The Towers must be down, they probably didn't even sense that something breached the atmosphere."

Rainbow looked disturbed by that news but kept her comments to herself. The Weather Patrol, while being the primary agency for meteorological activity in Equestria, monitored atmospheric disturbances not officially registered by any of their agents. Despite the amazing control the Weather Patrol had on the weather, deviations were expected. Freak storms and weather systems often drifted in Equestrian territory and it was up to them to either reverse it or stop it entirely.

But if _they_ couldn't see and intercept that meteorite… well, that didn't exactly instill Twilight with confidence. They walked deep into the forest, Fluttershy was careful to warn the girls about the Poison Joke brush up ahead and then they found the crash site.

At first, Twilight thought it was just a small ravine but smoke plumed from the hole and stunk with sulfur. Twilight held her breath as she examined the crater. It was massive, easily bigger than her home, with the edges of the crater still smoking yet cooled quickly in the night air. The trees and foliage around the crater was slightly disturbed but the magical forest worked quickly to regenerate the damage.

Twilight looked over the edge, trying to see the bottom, but it was empty.

"There's nothing here," Twilight remarked.

"Really?!" asked Pinkie a bit too loudly. She zipped down to the bottom of the crater and yelled something back that was too difficult to hear.

"What?!" yelled Rainbow back.

Pinkie appeared right next to her, startling the poor pegasus. "I said, 'She's right, it's empty!'"

"What could survive a crash like that and simply walk out?" asked Rarity, her voice quivering.

"Wh-who knows," said Fluttershy, visibly shaking. "M-Maybe we should investigate in the morning. You know, when it isn't so scary…"

"We need to keep going," Twilight said to both Fluttershy's and Rarity's dismay. "Once we find out what it is, then we could go."

"Th' asteroid could've burnt up on impact," suggested Applejack. "If it was small enough, the atmosphere would've whittled it down and the earth could've vaporized it."

The girls stared at the farmpony, dumbfounded. "What?" she asked, raising an eyebrow. "Ah may not be a student of Princess Celestia, but Ah can read."

"That's entirely possible but I don't know. I've got a bad feeling," Twilight admitted.

The girls nodded, quick to learn that if Twilight has a bad feeling about something it's best to follow that instinct. Twilight lead the girls away from the crater, continuing north and heading for Zecora's cottage.

"Why there?" Rainbow asked.

"Firstly, to make sure she's okay," Twilight answered. "Secondly, the asteroid crashed scant _meters_ away from her house. She might've heard or seen something."

"Oh, I do hope Zecora is alright," muttered Fluttershy.

"I do hope she took my advice on interior decorating," chimed in Rarity.

They looked back and gave Rarity a look. "What?" she asked. "Her place could use more natural light."

Finally, they came across Zecora's cottage. It was virtually untouched from the last time Twilight visited. Nothing was wrong with the place yet Twilight couldn't shake this feeling of dread. "Okay, we've seen the place," Rarity whimpered. "Now can we go?"

"Let's knock," Twilight suggested, walking forward without waiting for an answer.

Approaching the door, Twilight was about to knock when she noticed something odd on the floor. There were hoof-prints but something else right next to it. It looked like something was being dragged inside by somepony, her Fetlock Holmes expertise drew her to that conclusion as dread filled her chest.

Twilight pushed the door open and stepped inside. "Zecora?" she called out.

Zecora was standing in the middle of the room, her cauldron bubbling in front of her and a confused expression on the zebra's face.

"My, this feels like déjà vu," Zecora said with a small smile. "Very reminiscent of when I first met you."

Twilight blushed, feeling a bit self-conscious from her outburst and was about to apologize when Fluttershy gasped and floated forward. "Who is that?" she asked.

Twilight looked to where the pegasus was pointing to and she finally noticed the pony there. He was lying down, sprawled over Zecora's couch and looked horrible. The stallion looked like he'd been in a fight for his life. He wore a red and blue form-fitting suit that was cut up and stained with dried blood. The parts where his fur was revealed were bandaged up. His mask was nearly intact except for the left side of his face where Twilight could see light brown fur and a chocolate mane poking through.

The princess's eyes widened as she took a hesitant step forward. There was something drawing her to this pony, like he produced a gravitational force that she couldn't disobey.

"I do not know, my dear Fluttershy," Zecora admitted. "He is a strange pony, like rain, he fell from the sky."

"Wait, _he's_ the asteroid?" Rainbow asked.

"Is he, uh…" Applejack trailed off.

"He is fine," Zecora promised. "He is resilient and strong, he will be okay with time."

"He don't look so well," Applejack remarked.

"That outfit has seen better days as well," said Rarity.

Again, the girls paused to give Rarity an incredulous expression. "What? Somepony needed to point it out."

The girls asked more questions about this strange stallion but Twilight wasn't listening. She approached the stallion slowly, as if afraid he'd combust if she made the wrong move. That strange insignia of a spider on his barrel drew Twilight's attention but it was mostly _him_. There's something that felt off about him, like he shouldn't be here…

She reached out to touch him.

"Twi?" Applejack asked, looking over in time to see her poke the stallion's face.

Light exploded around Twilight and her eyes began glowing. Arcs of electricity shot out and zapped Rarity as well but it hadn't harmed her. She yelped and soon her horn's magical aura returned, her magic was restored!

Twilight squeaked as she shot across the room and crashed into Zecora's kitchen. Zecora ran for the princess. Twilight was tangled up in a bunch of plates and pans, smoking still and her fur was singed but otherwise she looked fine. Even her horn glowed purple.

"Okay, I didn't see that coming," she babbled in a daze.


	9. Can He Swing From a Web?

_PETER_

Peter's head pounded. His mouth tasted like someone microwaved it and his entire body burned with pain. Other than that, he was feeling fine. He tried to open his eyes but sunlight streamed in through a window and blinded him, only adding to his massive headache. He kept them shut but he could hear voices softly speaking around him.

Where was he? The last thing he remembered was… Okay, that's scary, he couldn't remember anything from the last day. Did he hit his head? Well, given how bad his headache was, that was probably obvious. But there wasn't much damage otherwise. He remembered who he was and his family and school and work, it was just yesterday that was fuzzy for him.

He only remembered a fuzzy image of a red-head…

"—Think we should move him," a soft, gentle voice spoke.

"No harm will befall him here," said another voice, female with a distinctive African accent. "And besides, Fluttershy, your home is quite near."

_Fluttershy_? Peter thought, _What a weird name_.

"Still, I would like to look after him," Fluttershy said, just as quiet and serene as before.

"Fluttershy, here he will not be lonely," the other woman said. "Do not worry, my little pony."

_Pony_?!

Peter's eyes snapped open and he instinctively leapt high into the air, twisting so that his hands and feet adhered to the ceiling so he could get a good look at whoever was talking. The results… confused him. Bright, colorful _ponies_ were staring back at him at awe. Well correction, _one_ of them was a pony, her coat was honey-golden and her mane and tail were bubble-gum pink and _wings_ sprouted from her back. On her flank looked like a tattoo of a bunch of butterflies.

The other was a zebra but she was only a little bigger than the pegasus. Her striped coat matched her large Mohawk and trimmed tail. She wore jewelry on her neck, bands of gold that stacked up to her head and some on her foreleg and earrings. Like the pegasus, she also had a tattoo of a Tribal Sun on her flank.

Great, Peter got hit so hard by Doc Ock he's hallucinating now.

"Oh my," Fluttershy gasped. "Zecora… he's…"

"I see," Zecora muttered, staring curiously at Peter. "Please do not fear, colt, you can trust me."

_Colt_?!

Peter looked down at his feet except… they weren't feet. Instead stumpy little hooves replaced his hands and feet. Panic welled up in Peter's chest, he must've been dreaming, yeah that's it. Then why was he wearing his costume? Looking back at his body, his costume was still on him, it was torn up slightly and smelled like gasoline but otherwise it was fine.

"Oh God," he muttered. "Please… tell me I'm not a _pony_!"

"You are," Fluttershy said, suddenly appearing next to Peter. She was flying gently next to him, so silently even his spider-sense didn't go off. "Come down from the ceiling, please. I don't want you to hurt yourself."

"Hurt myself—" Peter's hooves slipped off from the ceiling and he crashed in the middle of the room, destroying one of Zecora's tables. Fluttershy winced as the stallion groaned in pain.

"Whoops, I'm sorry I didn't catch you…"

Zecora was to his side, trying to help him up. "Did you think that was wise or cool?!" Zecora snapped, glaring angrily at him. "You could've hurt yourself you fool."

Peter shook the zebra off and backed away. "Look… I don't know where I am and who you are," he said, trying to make his way to the entrance. "If you're some kind of weird time-traveling alien, fine, but I… I just need to get home!"

"We could help," Fluttershy said taking a step forward. Peter shot out his hoof to fire off a sling of web but nothing came out. He stared at his web-shooters which were still attached to him. They were charred black and sparked.

He took another step back but he winced as pain lanced up his right hind leg. Zecora stepped forward, one hoof up in surrender. "Please, you are hurt, your leg is lame. Let me help, what is your name?"

"J-just back off," he said, trying to calm himself down but failing. Peter turned around and ran for the door.

It was only because of his super-reflexes that he hadn't fallen over and face-planted yet. Peter ran awkwardly through the forest, stumbling and tripping over his legs like a baby giraffe walking for the first time, which, he supposed, was a surprisingly apt comparison.

Every time he threatened to fall over, his reflexes took over and instinctively protected him, preventing him from tripping. Despite his hooves and his horrific walking ability, Peter made it halfway through the forest before he could see the edge of a village.

"Wait!" Suddenly he was scooped up into the air, his hooves whipping around wildly. He struggled to get free but then he heard Fluttershy speak. "Stop… _please_."

Peter looked up and noticed Fluttershy was carrying him, only _barely_ able to fly with their combined weight. Her wings struggled to flap and they began to descend. "The… Poison… Joke," she wheezed.

Suddenly a tingle on the back of his head caused him to swerve his body to the left. There was danger… somewhere. Left? Right? Up?

A hiss broke through the forest and a massive tail whipped up and crashed into Peter and Fluttershy. Peter screamed as they spun around erratically and fell toward the earth. Peter managed to look at Fluttershy as she fell, her eyes were closed, her body was limp and her right wing was twisted awkwardly, was it broken? A surge of protective instinct pumped through Peter's body. He stretched his left hoof out but again the web didn't come out. Cursing, he examined the web-shooter, unlike the other one this one was perfectly intact! But since he couldn't do the gesture anymore to activate them it didn't help much.

Peter slammed his free hoof into the webshooter's manual extract button and a web shot out and stuck to Fluttershy's body. He yanked her toward him, embraced her and turned around so she was on top and he'd absorb the impact.

The two broke through the trees, destroying them as they crashed down and down through what felt like a million branches until they stopped by a murky lake. Peter groaned and blinked the black spots from his vision. Fluttershy was still on top. Twigs and leaves were stuck in her once beautiful mane that was now just a rat's nest, her coat was a mess as well and there was a cut on her right cheek, but she was breathing.

Gently, Peter set Fluttershy down, careful to mind her wing, and felt her heartbeat. Then he cursed as his hooves weren't as sensitive as his own fingers were or maybe they were _too_ sensitive, Peter's own erratic heartbeat merely brought confusion to his senses. So, instead, Peter put his ear against Fluttershy's chest to listen to her pulse.

A bit spikey but otherwise fine. Whew, she'll be okay.

Peter looked around, what was the thing that knocked them out of the sky? It felt like a dinosaur's tail but that wasn't possible, right? Peter looked down at his hooves and scoffed, if he could turn into a pony, maybe these guys had dinosaurs wherever they are.

His spidey-sense buzzed, this time going absolutely nuts. Peter looked around wildly, trying to find the source of the danger but the trees around them were so thick and twisted and curved unnaturally that it was hard to tell where the town was.

Then the lake moved.

A massive brown _structure_ the size of a small house rose from the lake… No, it wasn't a lake. As it rose, the water rolled off its back and onto the trees, it was crystal blue. The water wasn't dirty, it was reflecting this creature's brown skin…

Peter watched with horror as something out of his nightmares rose from the ground and hissed at him with four heads. A Hydra blinked each head and shook itself off as if it had just woken up from a _really_ good nap.

It fixed its red eyes on Peter and the masked hero whimpered heroically.

"Good Hydra…" he said cautiously. "Friendly Hydra…"

One of the Hydra's head spat out toxic sludge at Peter. He grabbed Fluttershy and jumped to the right as far as he could. Good news is, he dodged the poison, _bad _news is he misjudged how powerful his new legs were and dove into the forest, slamming into a tree by accident. _Worse_ news, he hurt his hind-leg even more _and_ Fluttershy woke up and yelped in pain, grabbing her wing.

"O-ow!" she cried, tears welling up in her eyes. "M-my wing!"

"I'm sorry, I'm sorry," he said, trying to stand up and calm her down so she could stop crying. "Just… _shh_! There's a _Hydra_ out there!"

"A Hydra?" Fluttershy repeated. "Oh no, if he woke up from his nap he's going to be _really_ grumpy. I prefer him when he's not so grump."

"What?" Peter asked, still whispering. He felt her forehead for a fever. Nope. Perfectly fine, but why is she talking about Game Grumps _now_?

The Hydra roared and with its massive claws it swiped at the forest. Peter leapt on top of Fluttershy and covered her with his body. "Watch out!" he yelled as broken pieces of trees and branches landed on top of him.

The destruction ceased and Peter broke through the debris that covered him. The Hydra was still there, all four of its heads looking for him. Suddenly, it spotted the village to the north and Peter cursed. "If that thing gets to the village…"

"There you are!" Zecora said, running toward them. She looked a bit angry but relieved that they were fine. "What happened? What have you done, Stranger, you are too dangerous; a wild card!"

Peter shook his head. "The Hydra just randomly attacked us!"

"If only you didn't run," Zecora hissed as venomously as the Hydra. "Now Fluttershy is hurt, _look_ her wing might be done!"

Zecora pulled out a round canister from her bags. That's when Peter realized she had saddlebags on her back, yep, things couldn't get weirder. Zecora opened it up and dabbed the paste into her hooves and on Fluttershy's busted wing. Fluttershy yelped and whimpered, tears running down her face but she didn't cry out, which he thought was immensely brave for someone so shy.

"I-I was saving him from the Poison J-Joke," Fluttershy tried to explain. "He would've w-walked into—"

"Be still my brave filly," Zecora said, gently shushing her. "No more talk, don't be silly."

Peter looked down where the Hydra went, it was now lumbering toward the town probably would take a minute or so to reach there. Peter cursed under his breath. "Listen, Zecora, or whatever your name is, take care of Fluttershy. I'll go try to stop that Hydra."

Zecora scoffed, rolling her eyes at him. "_You_? You cannot stop a Hydra that size, little colt. Wait for help, I'll call the Wonderbolts."

Peter wondered if the Wonderbolts were like the police for these ponies but kept his comments to himself. He adjusted the mask on his face, making sure it wouldn't slip off, and checked his functioning webshooter. His hind-leg still ached but it was healing now, so it should be fine.

Stretching out his hoof, he shot a web that perfectly connected with a nearby tree, then he leapt and charged toward the Hydra one web at a time.


End file.
